FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amended and Restated Employment Agreement (“Agreement”) is made this 28th day of August, 2009, by and between ubroadcast, inc., a duly organized Delaware corporation (“Employer”), and Jason Sunstein, a resident of the State of California (“Employee”).

WHEREAS, Employee has, since Employer’s acquisition of ubroadcast, Inc., served as Executive Vice President of Employer, without being paid any compensation, having only accrued salary since April 2009; and

WHEREAS, Employer desires to reward Employee for his performing above and beyond his required duties since become Executive Vice President of Employer;

WHEREAS, this First Amended and Restated Employment Agreement is intended to replace al prior agreements between Employer and Employee; and

WHEREAS, Employee is, throughout the term of this Agreement, willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants and conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of such employment and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, Employer and Employee hereby agree as follows:

SECTION I. EMPLOYMENT OF EMPLOYEE

Employer hereby employs, engages and hires Employee as Executive Vice President of Employer, and Employee hereby accepts and agrees to such hiring, engagement and employment, subject to the general supervision of the Board of Directors of Employer. Employee shall perform duties as are customarily performed by one holding such position in other, same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such other and unrelated services and duties as may be reasonably assigned to him from time to time by the Board of Directors of Employer. Employee shall devote his full-time efforts to the performance of his duties as Executive Vice President of Employer.

SECTION II. EMPLOYEE’S PERFORMANCE

Employee hereby agrees that he will, at all times, faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer.

SECTION III. COMPENSATION OF EMPLOYEE

Employer shall pay Employee, and Employee shall accept from Employer, in full payment for Employee’s services hereunder, compensation as follows:

Employee’s unpaid salary shall accrue until paid by Employer. Employee shall have the right, but not the obligation, to be paid all or a portion of his accrued and unpaid salary in shares of Employer’s common stock, on the following basis:

on the 15th day of each calendar month, should Employee desire to convert his accrued and unpaid salary from the immediately preceding month into shares of Employer’s common stock, Employee shall deliver to Employer a written notice (a “Salary Conversion Notice”) of his intent to have Employer pay such accrued and unpaid salary in shares of Employer’s common stock. Each Salary Conversion Notice shall set forth (1) the amount of accrued and unpaid salary to be converted into shares of Employer’s common stock and (2) the number of shares of Employer’s common stock which are to be issued to Employee based on the following formula:

Amount of accrued and unpaid salary from the immediately preceding month divided by the Applicable Share Price (defined below) equals the number of shares to be issued to Employee. By way of example only, if Employee’s accrued and unpaid salary totals $5,000 and the Applicable Share Price is $.05, Employer would issue 100,000 shares of its common stock to Employee ($5,000 divided by $.05 equals 100,000 shares).

“Applicable Share Price” shall mean the average closing sale price of Employer’s common stock, as reported by the OTC Bulletin Board, for the three trading days immediately preceding the 15th day of each month.